REG - CAP-XX Limited - Result of Placing

CAP-XXAnnouncement

01/11/2024 07:00

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RNS Number : 5045K  CAP-XX Limited  01 November 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF CAP-XX LIMITED IN ANY JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS IN THIS ANNOUNCEMENT (THE
"ANNOUNCEMENT") SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE LAUNCH
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").  IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.

 

1 November 2024

 

CAP-XX Limited

("CAP-XX" or the "Company")

 

Result of Placing

 

Oversubscribed Placing and Subscription raises £2.75 million

 

 

CAP-XX Limited (AIM: CPX), a world leader in the design and manufacture of
thin, prismatic supercapacitors and energy management systems, is pleased to
announce that, further to the announcement made on 31 October 2024 (the
"Launch Announcement"), the Company has conditionally raised £2.5 million
(before expenses) pursuant to the Placing of 2,272,727,200 new Ordinary Shares
("Placing Shares") at the Issue Price of 0.11 pence per Ordinary Share.
Allenby Capital Limited acted as Sole Bookrunner in connection with the
Placing, which was conducted by way of an accelerated book build process, was
over-subscribed and was therefore subject to scale back.

 

Accordingly, assuming the Subscription proceeds as intended, the Company has
conditionally raised total gross proceeds of £2.75 million (before expenses)
from the Placing and the Subscription.

 

Retail Offer

On 31 October 2024, concurrent with the Placing, the Company announced a
retail offer to existing Shareholders via the RetailBook Platform for up to
250,000,000 new Ordinary Shares (the "Retail Offer Shares") to raise up to an
additional £0.275 million (before expenses) at the Issue Price (the "Retail
Offer"). The Retail Offer through the RetailBook Platform is expected to
remain open until 2.30 p.m. on 4 November 2024. A further announcement will be
made once the Retail Offer has closed in relation to the result of the Retail
Offer. Any additional funds raised as a result of the Retail Offer will be
used for general working capital purposes.

Admission

363,983,965 Placing Shares (the "First Placing Shares") will be issued under
the Company's existing authorities. Application will be made for the First
Placing Shares to be admitted to trading on AIM and it is expected that First
Admission, and commencement of dealings, will take place at 8.00 a.m. on or
around 7 November 2024. The allotment and issue of the First Placing Shares
will not be conditional upon the passing of the Resolutions at the General
Meeting or the allotment and issue of the Second Placing Shares.

Application will be made for 1,908,743,235 Placing Shares (the "Second Placing
Shares") to be admitted to trading on AIM. Subject to, inter alia, the passing
of the Resolutions at the General Meeting, it is expected that Second
Admission, and commencement of dealings, will take place at 8.00 a.m. on or
around 9 December 2024. The Second Placing is conditional upon, among other
things, the passing of the Resolutions at the General Meeting, Second
Admission becoming effective and the Placing Agreement not being terminated in
accordance with its terms.

 

The Placing Shares, when issued, will be credited as fully paid and will rank
pari passu in all respects with the Company's existing Ordinary Shares,
including the right to receive dividends and other distributions declared on
or after the date of issue.

General Meeting

The General Meeting is proposed to be held at 5.00 p.m. AEDT, 6.00 a.m. London
time on 5 December 2024. The Circular, which will provide further details of
the Fundraise and include a notice convening the General Meeting, will be sent
to Shareholders following the close of the Retail Offer. A further
announcement will be made to confirm this in due course.

Total Voting Rights

Following First Admission, the Company's issued and fully paid share capital
will consist of 3,357,210,402 Ordinary Shares, all of which carry one voting
right per share. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of ordinary shares and voting rights in the
Company will be 3,357,210,402. This figure may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

A further announcement will be made in relation to total voting rights in the
Company's share capital following the issue of the Second Placing Shares, the
Subscription Shares and the Retail Offer Shares.

 

For further information contact:

 

 CAP-XX Limited                                               +61 (2) 9157 0000

 Pat Elliott (Chairman)

 Lars Stegmann (Chief Executive Officer)

 Allenby Capital (Nominated Adviser and Sole Bookrunner)          +44 (0) 20 3328 5656

 David Hart / Piers Shimwell (Corporate Finance)

 Tony Quirke / Jos Pinnington (Sales and Corporate Broking)

 

More information is available at www.cap-xx.com

 

 

IMPORTANT NOTICES

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Placing Shares is being made in the United States. The
Placing Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for the Placing Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting as
Nominated Adviser and Sole Bookrunner to the Company in connection with the
Placing. Allenby Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Allenby Capital
or for providing advice to any other person in connection with the Placing.
Allenby Capital has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Allenby Capital for
the accuracy of any information or opinions contained in this announcement or
for the omission of any material information.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Allenby Capital expressly disclaim any obligation or undertaking
to update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law or
regulation.

 

None of Allenby Capital or any of its affiliates, accepts any responsibility
or liability whatsoever for, or makes any representation or warranty, express
or implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Allenby Capital and its affiliates,
accordingly, disclaim all and any liability whether arising in tort, contract
or otherwise which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.

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